As filed with the Securities and Exchange Commission on November 1, 2005
Registration No. 333-92135
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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LABONE, INC.
(Exact name of registrant as specified in its charter)
Missouri 43-1039532
(State of incorporation) (I.R.S. Employer Identification Number)
10101 Renner Boulevard
Lenexa, Kansas 66219
(Address, including zip code, of principal executive offices)
1987 Long-Term Incentive Plan
(Full title of plan)
W. Thomas Grant, II
10101 Renner Boulevard
Lenexa, Kansas 66219
(Name and address of agent for service)
(913) 888-1770
(Telephone number, including area code, of agent for service)
Copy to:
Sirisha Gummaregula
Asst. General Counsel
Quest Diagnostics Incorporated
1290 Wall Street West
Lyndhurst, New Jersey 07071
TERMINATION OF REGISTRATION
This Post-Effective Amendment No. 2 relates to the Registration Statement
("Registration Statement") on Form S-8 (Registration No. 333-92135) filed by
LabOne, Inc. (the "Company") with respect to the registration of shares of
common stock of the Company ("Common Stock") to be issued under the Company's
1987 Long-Term Incentive Plan (the "Plan").
On November 1, 2005, pursuant to an Agreement and Plan of Merger dated as
of August 8, 2005 (the "Merger Agreement"), by and among the Company, Quest
Diagnostics Incorporated, a Delaware corporation ("Quest") and Fountain, Inc., a
Delaware corporation and wholly-owned subsidiary of Quest ("Merger Sub"), the
Company was merged with Merger Sub, with the Company being the surviving entity
in the merger (the "Merger"). As a result of the Merger, the Company is a
wholly-owned subsidiary of Quest.
In connection with the Merger, each outstanding share of the Company's
Common Stock (except shares held by the Company or any subsidiary, shares owned
by Quest or Merger Sub and dissenting shares) was converted into the right to
receive $43.90 in cash. In accordance with the provisions of the Merger
Agreement, each option to purchase Common Stock granted under the Plan was
cancelled at the effective time of the Merger and the holder of such option
become entitled, in exchange for the cancellation of such option, to an amount
in cash for each share of Common Stock subject to the option equal to the excess
of $43.90 per share over the applicable per share exercise price of such option,
subject to all applicable federal, state and local tax withholding requirements.
At the effective time of the Merger, the Plan was terminated.
Because no additional shares of Common Stock can be issued or sold under
the Plan, the Company hereby removes from registration 996,804 shares of Common
Stock that were previously registered under the Registration Statement and not
issued pursuant to the Plan, and hereby terminates the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and in
accordance with Rule 478 thereunder, the registrant has duly caused this
Post-Effective Amendment No. 2 to the registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Lenexa,
State of Kansas, on November 1, 2005.
LABONE, INC.
(Registrant)
By: /s/ W. Thomas Grant, II
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W. Thomas Grant, II
President